Note: I did not author this page. On 2/6/98, I linked to it at railroad.net, but also downloaded a copy in case anything should ever happen to the site. As that site has now disappeared (4/25/02), I will host this page. - rph

History of The Cleveland Cincinnati Chicago and
St Louis Railway Company

History of The Cleveland Cincinnati Chicago and St Louis Railway and its predecessors from the 1913
Annual Report of The New York Central Railroad System.

THE CLEVELAND CINCINNATI CHICAGO AND St LOUIS RAILWAY COMPANY

This company was organized by the consolidation, effective June 30, 1889,
of the Cleveland Columbus Cincinnati and Indianapolis Railway Company, the
Cincinnati Indianapolis St Louis and Chicago Railway Company, and the Indianapolis
and St Louis Railway Company, articles of incorporation being recorded with the
Secretary of the State of Indiana, June 8, 1889, and with the Secretary of the
State of Ohio, June 27, 1889.

CLEVELAND COLUMBUS CINCINNATI AND INDIANAPOLIS RAILWAY COMPANY

The Cleveland Columbus Cincinnati and Indianapolis Railway Company was a
consolidation under date of May 14, 1868, under an agreement of April 10, 1868,
of The Bellefontaine Railway Company and the Cleveland Columbus and Cincinnati
Railway Company, the certificate of consolidation being filed with the Secretary
of the State of Ohio, May 16, 1868.

THE BELLEFONTAINE RAILWAY COMPANY

This company was a consolidation of the Indianapolis Pittsburgh and Cleveland
Railroad Company and the Bellefontaine and Indiana Railroad Company,
the certificate of consolidation having been filed with the Secretary of the
State of Indiana, December 20, 1864, and with the Secretary of the State of Ohio,
December 26, 1864.

THE CLEVELAND COLUMBUS AND CINCINNATI RAILWAY COMPANY

This company was originally chartered March 14, 1836. The charter was
allowed to lapse, and was revived March 12, 1845, and February 21, 1851, the
first train ran through from Cleveland to Columbus. Under the general law of
Ohio of March 3, 1851, it was consolidated with the Bellefontaine Railroad
Company. On May 14, 1868, the two formed the Cleveland Columbus Cincinnati
and Indianapolis Railway Company. When the Cleveland Columbus Cincinnati and
Indianapolis Railway Comnpany became part of The Cleveland Cincinnati Chicago
and St Louis Railway Company by consolidation, it carried with it a lease
of the Cincinnati and Sprinfield Railway Company

CINCINNATI AND SPRINGFIELD RAILWAY COMPANY

This company was incorporated September 9, 1870, and its road completed
January 1, 1872, between Cincinnati and Dayton. Anticipating its completion,
the line was leased by the Cleveland Columbus Cincinnati and Indianapolis Railway
Company January 24, 1871, lease effective January 1, 1872, running nine hundred
and ninety-nine years. This lease conveyed to the Cleveland Columbus Cincinnati
and Indianapolis Railway Company, the line between Cincinnati and Dayton,
including the lease to the Cincinnati and Springfield Railway Company of the
use of part of the Baltimore and Ohio South Western Railroad Company's track
between Cincinnati and Ludlow Grove, Ohio, under contract dated May 6, 1871.
In Januarv 1913, this company was merged in and became a part of The Cleveland
Cincinnati Chicago and St Louis Railway Company by conveyances pursuant to the
statutes of Ohio. The capital stock of this company as authorized was 22,000
shares of the par value of $1,100,000.00, of which 18,332 shares, par value
$916,600.00, were issued. The Cleveand Cincinnati Chicago and St Louis Railway
Company owns 17,812 shares, par value $890,600.00, of this company's stock.

CINCINNATI INDIANAPOLIS ST LOUIS AND CHICAGO RAILWAY COMPANY

This company (part of The Cleveland Cincinnati Chicago and St Louis Railway
Company by consolidation) was incorporated under the laws of Indiana of March 3,
1865, and amendment of December 20, IS65, articles filed with the Secretary
of the State of Indiana, March 6, 1880. The certificate was not filed with
the Secrettrv of the State of Ohio, until March 20, 1883. This company was the
successor after foreclosure sale, February 2, 1880, of the Indianapolis
Cincinnati and Lafayette Railroad Company, a consolidation, February 14, 1867,
of the Indianapolis and Cincinnati Railroad Company (change of name October 4,
1853, of the Lawrenceburg and Upper Mississippi Railroad Company chartered
January 21, 1850, laws of Indiana), the Lafayette and Indianapolis Railroad
Company (chartered January 19, I846), and the Cincinnati and Indiana Railroad
Company (chartered April 4, 1861), the combined roads forming a through line
from Cincinnati, Ohio, to Lafayette, Indiana. Underlying the Cincinnati
Indianapolis St Louis and Chicago Railway Company, the following properties
which have separate corporate existences, being controlled by ownership of
stock, etc.

CINCINNATI LAFAYETTE AND CHICAGO RAILROAD COMPANY

This road was the result of the consolidation under date of March 28, 1872,
of the Cincinnati Lafayette and Chicago Railroad Company of Indiana, incorporated
March 18, 1865, the Cincinnati Lafayette and Chicago Railroad Company of
Illinois, incorporated July 10, 1871, and the Kankakee and Indiana Railroad
Company was chartered in Illinois April 19, 1869, to extend from St Anne
to Kankakee, Illinois, the final consolidated roads (February 15, 1873), forming
a road extending from Templeton, Indiana, to Kankakee, Illinois.
Leased to the Indianapolis Cincinnati and Lalflilyette Railroad Company January
1, 1874, lease effective same date running fifty yetrs. Controlled bv The
Cleveland Cincinnati Chicago and St Louis Railway Company through stock
ownership and leise. On January 27, 1874, trackage rights between Lafayette,
Illinois, and Templeton, Indiana, were acquire from the Lafayette Bloomington and Muncie Railroad
Company (now The Lake Erie and Western Railroad Company).

COLUMBUS HOPE AND GREENSBURG RAILROAD COMPANY

This company was originally chartered as the Hope and Greensburg Railroad
Company under the general laws of Indiana, January 29, 1880, the line being
constructed between Hope and Greensburg, Indiana. Afterwards an extension was
completed to Columbus, Indiana, and the name changed to the Columbus Hope and
Greensburg Railroad Company. Articles of incorporation were filed with the
Secretary of State, March 21, 1882, and the road was opened from Greensburg to
Columbus, Indiana, April 10, 1884. Controlled by The Cleveland Cincinnati
Chicago and St Louis Railway Company through stock ownership, leased to that
company October 17, 1891, lease effective same date, expires on six months'
notice.

VERNON GREENSBURG AND RUSHVILLE RAILROAD COMPANY

This company was incorporated under the general laws of Indiana, articles
of association being filed July 11, 1879. Controlled by The Cleveland
Cincinnati Chicago and St Louis Railway Company through stock ownership.
Leased to The Cleveland Cincinnati Chicago and St Louis Railway Co?npany
October 17, 1891, lease effective July 1, 1891, expires on six months' notice.

HARRISON BRANCH RAILROAD COMPANY

This company was incorporated December 6, 1871, and after various changes
was leased to the Indianapolis Cincinnati and Lafayette Railroad Company
(predecessor of the Cincinnati Indianapolis St Louis and Chicago Railway Company)
January 1, 1877, lease effective same date running ninety-nine years.
Stock all owned by The Cleveland Cincinnati Chicago and St Louis Railway
Company. In January, 1913, this company was merged in and became a part of
The Cleveland Cincinnati Chicago and St Louis Railway Company by conveyances
pursuant to the statutes of Ohio. The capital stock of this company as
authorized was 4,000 shares of the par value of $200,000.00, all of which were
issued and are owned by The Cleveland Cincinnati Chicago and St Louis Railway
Company.

THE FAIRLAND FRANKLIN AND MARTINSVILLE RAILROAD COMPANY

This company was incorporated under the general laws of Indiana, articles of
incorporation being filed with the Secretary of State, January 27, 1877.
This corporation was successor to the rights of the Cincinnati and Martinsville
Railroad Company which was incorporated under the general laws of Indiana,
September 26, 1865. Controlled by The Cleveland Cincinnati Chicago and
St Louis Railway Company through ownership of entire capital stock.

THE CINCINNATI AND SOUTHERN OHIO RIVER RAILWAY COMPANY

This company was formerly the Louisville Cincinnati and Dayton Railroad
Company incorporated under the general laws of Indiana February 27, 1886, the
certificate of incorporation under the new name of the Cincinnati and Southern
Ohio River Railwry Company, being filed with the Secretary of the State of Ohio,
April 30, 1887. This road extends from Lawrenceburg to Aurora, Indiana, being
part of the Aurora branch of the Big Four. Controlled by The Cleveland
Cincinnati Chicago and St Louis Railway Company through ownership of
entire capital stock.

INDIANAPOLIS AND ST LOUIS RAILWAY COMPANY

This company is the successor, by purchase under receiver's sale July 2, 1882,
of the property of the Indianapolis and St Louis Railroad Company, which last
named company was an incorporation under the general laws of Indiana and
Illinois, the certificate of the reorganization being filed with the
Secretary of the State of Indiana, August 28, 1867, and with the Secretary
of the State of Illinois, March 19, 1869. This property extended from
Indianapolis, Ind., to Terre Haute, Ind., and included a lease of the lines of
the St Louis Alton and Terre Haute Railroad Company from Terre Haute, Indiana,
to East St Louis, Illinois, which had been the subject of litigation, but a new
lease was entered into February 23, 1883, between the Cleveland Columbus
Cincinnati and Indianapolis Railway Company and the St Louis Alton and Terre
Haute, Railroad Company by which the use of this property was confirmed to the
Cleveland Columbus Cincinnati and Indianapolis Railway Company.
On May 17, 1890, this leased line was transferred, to the Cairo Vincennes and
Chicago Railway Company, the stockholders of the St Louis Alton and Terre Haute
Railroad Company assenting to this transfer. This assent having been given,
the laws of Illinois confirmed the right of purchase, and this was effected
November 1, 1890, when the Cairo Vincennes and Chicago Railway Company
purchased the road from Terre Haute to East St Louis with the Alton branch
extending from East Alton to Alton, Illinois. The Cleveland Cincinnati Chicago
and St Louis Railway Company has acquired by stock ownership and lease the
following properties:

CAIRO VINCENNES AND CHICAGO RAILWAY COMPANY

This company is a reorganization under the laws of Illinois, under date
of February 16, 1889, of the Cairo and Vincennes Railroad Company, the
St Francisville and Lawrenceville Railroad Company, and the Danville
and Southwestern Railroad Company. On October 30, 1889, this road was
leased to The Cleveland Cincinnati Chicago and St Louis Railway Company,
lease effective January 1, 1890, running forty-nine years. On November 1, 1890,
this company purchased part of the St Louis Alton and Terre Haute Railroad from
Terre Haute to East St Louis, with branch from East Alton, to Alton, Illinois
(see under Indianapolis and St Louis Railway Company). Both of these
properties axe now operated as part of the Cleveland Cincinnati Chicago
and St Louis Railway. In January, 1913, this company was rherged in and
became a part of The Cleveland Cincinnati Chicago and St Louis Railway
Company, by conveyances pursuant to the statutes of Illinois. The capital
stock of this company as authorized was 50,000 shares of the par value of
$5,000,000.00, all of which were issued and are owned by The Cleveland
Cincinnati Chicago and St Louis Railway Company.

CINCINNATI SANDUSKY AND CLEVELAND RAILROAD COMPANY

This company was incorporated January 11, 1868, as the successor of
the Sandusky and Cincinnati Railroad Company, which was a reorganization
under date of July 2, 1866, of the Sandusky Dayton and Cincinnati Railroad
Company, which was a change of name February 23, 1858, of the Sandusky City
and Indiana Railroad Company i corporated February 28, 1851, and the Mad River
and Lake Erie Railroad Company, the latter road, chartered under general
railroad laws of Ohio, January 5, 1832, being the first line chartered west
of the Allegheny Mountains, and the first projected line in the United States
to run by steam power. The first sod was cut at Sandusky, Ohio, September 7,
1835, by General William Henry Harrison, afterwards President of the United
States. The first train was run in the latter part of 1838, and the entire
line from Dayton to Sandusky opened for business May 10, 1848.
The "Findlay Branch" Railroad from Carey to Findlay was constructed
under authority conferred by the charter of the Mad River and Lake Erie
Railroad Company supplemented by special act of February 19, 1845. The
Cincinnati Sandusky and Cleveland Railroad Company is controlled by
The Cleveland Cincinnati Chicago and St Louis Railway Company through
ownership of capital stock, and is operated as a part of that road.
Leased to The Cleveland Cincinnati Chicago and St Louis Railway Company
October 30, 1890; lease effective same date, running ninety-nine years.

COLUMBUS SPRINGFIELD AND CINCINNATI RAILROAD COMPANY

This company was incorporated under the general laws of Ohio, May 7, 1869,
by the purchasers under date of June 22, 1868, of the Springfield and Columbus
Railroad Company which was chartered February 16, 1849, to extend from
Springfield to Columbus, Ohio. The Columbus Springfield and Cincinnati Railroad
Company is controlled by The Cleveland Cincinnati Chicago and St Louis Railway
Company through ownership of its capital stock and is operated as a part of
that road. Leased to The Cleveland Cincinnati Chicago and St Louis Railway
Company October 3, 1890; lease effective same date, running ninety-nine years.
In January, 1913, this company was merged in and became a part of The Cleveland
Cincinnati Chicago and St Louis Railway Company, by conveyances pursuant to the
statutes of Ohio. The capital stock of this company as authorized was 20,000
shares of the par value of $1,000,000.00, of which 20,000 shares, par value
$1,000,000-00, were issued. The Cleveland Cincinnati Chicago and St Louis
Railway Company owns 19,957 shares, par value $997,850.00, of this company's
stock.

CINCINNATI WABASH AND MICHIGAN RAILIVAY COMPANY

This company was incorporated by the purchasers of the Cincinnati Wabash
and Michigan Railroad Company, certificate of incorporation being filed with
the Secretary of the State of Indiana under date of April 16, 1880. The
original Cincinnati Wabash and Michigan Railroad Company was incorporated
June 30, 1871, and the line opened from Goshen, Indiana, to Anderson, Indiana,
May 21, 1876. The reorganized Cincinnati Wabash and Michigan Railway Company
consolidated August 11, 1882, with the Elkhart Niles and Lake Michigan
Railroad Company, chartered as a revival of the Elkhart and Lake Michigan
Railroad Company in Michigan June 19, 1880; this latter consolidation making a
complete line from Benton Harbor, Michigan, to Anderson, Indiana. The entire
stock of the Cincinnati Wabash and Michigan Railway Company is owned by The
Cleveland Cincinnati Chicago and St Louis Railway Company, which has operated
the line as a part of its road since November 1, 1890; formal lease to the
latter having been executed April 1, 1891, lease effective July 1, 1891,
running one hundred years.

THE WHITE WATER RAILROAD COMPANY

This company was incorporated under the general laws of the State of Indiana,
May 27, 1878, by the purchasers of the White Water Valley Railroad
(original incorporation, June 8, 1865). The Cleveland Cincinnati Chicago
and Railway Company owns the entire capital stock of the White Water Railroad
Company, and operttes it as part of its road. Leased to The Cleveland
Cincinnati Chicago and St Louis Railway Com any September 11, 1890, lease
effective July 1, P 1890, running fifty years.

THE CHICAGO INDIANAPOLIS AND ST LOUIS SHORT LINE RAILWAY COMPANY

This company was incorporated January 24, 1903, under general railroad laws
of the State of Illinois, for the purpose of constructing a double track railroad
from Hillsboro, Illinois, to near Mitchell, Illinois. The Chicago and Eastern
Illinois Railroad Company was jointly interested with The Cleveland Cincinnati
Chicago and St Louis Railway Company, in the building of this line. The road
is controlled by The Cleveland Cincinnati Chicago and St Louis Railway
Company through ownership of the entire capital stock, and is operated as
a part of its line. Leased to The Cleveland Cincinnati Chicago and St Louis
Railway Company June 24, 1903, lease effective November 1, 1902, running nine
hundred and ninety-nine years. In January, 1913, this company was merged, in
and became a part of The Cleveland Cincinnati Chicago and St Louis Railway
Company, by conveyances pursuant to the statutes of Illinois. The capital
stock of this company as authorized was 550 shares of the par value of
$55,000.00, all of which were issued and -,ire owned by The Cleveland Cincinnati
Chicago and St Louis Railway Company.

THE FINDLAY BELT RAILWAY COMPANY

This company was organized under the laws of the State of Ohio under date
of April 1, 1887, to build a belt railway at Findlay, Ohio. The length of road
when completed was 4.54 miles. All tracks except about 800 feet now used as
sidings have been taken up and abandoned. Capital stock all owned by The
Cleveland Cincinnati Chicago and St Loull's Railway Company.

MOUNT GILEAD SHORT LINE RAILWAY COMPANY

This company was incorporated under the laws of the State of Ohio and
through its Trustees leased its railway, extending from a certain point in the
incorporated village of Mt Gilead, in the county of Morrow, to the station of
Gilead (now Edison) in the State of Ohio, on the line of the Cleveland Columbus
Cincinnati and Indianapolis Railway, a distance of about two miles, to the
Cleveland Columbus Cincinnati and Indianapolis Railway Company, April 13th,
1880, for a term of twenty years, renewable for a like period of time at the
option of the lessee company, for one, two, three or more terms of twenty years
each, not exceeding ninety-nine years in all.

THE CINCINNATI NORTHERN RAILROAD COMPANY

The original Cincinnati Northern Railroad Company was organized in June,
1897, to take over and operate the Ohio Division of the Cincinnati Jackson and
Mackinaw Railway Company, from Franklin, Ohio to Addison Junction, Michigan,
187.53 miles, with branches from Lewisburg, Ohio, to Quarries 1.12 miles and
Germantown, Ohio, to Distillery, 1.84 miles; total, 190.49 miles. On August 1,
1897, the company took possession of this property, and also acquired the
line of the Jackson and Cincinnati Railroad Company, extending from Addison
Junction, Michigan, to Jackson, Michigan, 17.65 miles; the, combined mileage
of these two properties being 208.14 miles. These properties constitute the
present Cincinnati Northern Railroad reorganized as of January 1, 1902.
The Cincinnati Northern road enters Cincinnati on the Cleveland Cincinnati
Chicago and St Louis Railway over which it has trackage rights from Franklin
Junction, Ohio, to Cincinnati, 38.40 miles, and at Jackson, Michigan, has
trackage rights over the Lake Shore and Michigan Southern Railway 1.22
miles, making total mileage operated 247.76 miles. The Cleveland Cincinnati
Chicago and St Louis Railway Company controls this line through ownership of
a majority of the capital stock.

THE EVANSVILLE MT CARMEL AND NORTHERN RAILWAY COMPANY

This company was incorporated under the laws of the Stote of Indiana, and
articles of association filed August 1, 1906, for the purpose of constructing a
railroad from Evansville, Indiana, to the Illinois State Line, near Mt Carmel.
November 7, 1906, articles of association were also filed in the State of
Illinois, for the incorporation of a railroad company named The Evansville
Mt Carmel and Northern Railway Company, for the purpose of constructing a
railroad from Mt Carmel to the Indiana State Line, intersecting the railway
of the Indiana company. On October 17, 1910, the company so incorporated in
Indiana acquired, by purchase, the property rights and franchises of said
company of Illinois. On November l, 1910, the Indiana company entered into
an agreement with The Cleveland Cincinnati Chicago and St Louis Railway Company,
under which the latter is to operate the line of the former. The line was
opened for business July 1, 1911, as the "Evansville branch" of the
Cleveland Cincinnati Chicago and St Louis Railway. The Cleveland Cincinnati
Chicago and St Louis Railway Company controls this branch through ownership
of the entire capital stock.

SALINE VALLEY RAILWAY COMPANY

This company was incorporated under the general laws of the State of Illinois,
articles of association being filed April 6, 1907. The proposed railroad will
ultimately extend from Harrisburg, Saline County, Illinois, to the coal
properties of The Cleveland Cincinnati Chicago and St Louis Railway Company in
the eastern part of Williamson County, Illinois. It is controlled by The
Cleveland Cincinnati Chicago and St Louis Railway Company through ownership
of the entire capital stock.

THE PEORIA AND EASTERN RAILWAY COMPANY

On July 20, 1869, the following companies were consolidated:
The Indianapolis Crawfordsville and Danville Railroad Company incorporated in
Indiana on May 15, 1866, to build a road from Indianapolis to Danville, Illinois,
and the Danville Urbana Bloomington and Pekin Railroad Company incorporated in
Illinois on August 28, 1866, to build a road from Danville Illinois, to Pekin,
Illinois, and (as amended February 28, 1867), to the eastern boundary of
Illinois, forming the Indianapolis Bloomington and Western Railway Company, a
consolidated corporation of the States of Indiana and Illinois.

The said railroad extended from Indianapolis, Indiana, to Pekin, Illinois, and was opened
for traffic October 1, 1869. It was sold under foreclosure sale February 6, 1879,
and was reorganized August 9, 1879, as the Indiana Bloomington and Western
Railway Company.

A mortgage dated April 15, 1879, was executed by the Indiana Bloomington and
Western Railway Company to the Central Trust Company of New York to secure the
payment of its bonds to the amount of $1,000,000. This mortgage covered the
segment of railroad extending from Indianapolis, Indiana, to Pekin, Illinois. It
is today an outstanding lien on the property.

On March 23, 1881, the Indiana Bloomington and Western Railway Company was
consolidated with the Ohio Indiana and Pacific Railway Company, whose proposed
line ran from Indianapolis, Indiana, to Springfield, Ohio (presumably an Ohio
corporation) under the name of Indiana Bloomington and Western Railway Company.
The extension to Springfield, Ohio, was completed and opened for business in 1883.

On March 28, 1887, the Indiana Bloomington and Western Railway was sold under
foreclosure and reorganized as the Ohio Indiana and Western Railway Company.

A mortgage dated April 2, 1888,, was executed by the Ohio Indiana and Western
Railway Company to the Central Trust Company of New York to secure the payment of
its bonds to the amount of $500,000. This mortgage covered the line of railway
extending from 8pringfield, Ohio, through Indianapolis, Indiana, to Pekin,
Illinois. It is today an outstanding lien on the property.

In 1889, the Ohio Indiana and Western Railway Company became insolvent and a
reorganization committee was created by agreement on October 30, 1889,
consisting of: CHARLES H. COSTER, SAMUEL SPENCER, GEORGE T. BLISS, ANTHONY
J. THOMAS.

On January 9, 1890, said railroad was foreclosed under a mortgage made subsequent
to the $1,000,000 and the $500,000 mortgages above referred to. The railroad was
sold subject to said mortgage liens pursuant to certain decrees entered in the
circuit courts of the United States for the District of Indiana, for the Southern
District of Ohio, Western Division, and for the Southern District of Illinois.
The property was sold as an entirety and the purchasers at the foreclosure sale
were Charles H. Coster and Samuel Spencer of the City of New York.
Title was conveyed to the purchasers by W.P. Fishback and B.R. Cowen, as Special
Master Commissioners, pursuant to foreclosure decree.

The purchasers under the foreclosure above referred to disposed of their
interest by divers instruriaents (hereinafter detailed) dated February 22, 1890,
as follows:

They conveyed by sale to The Peoria and Eastern Railway Company
(an Illinois corporation) the line of railroad extending from Pekin, Illinois,
to the Illinois-Indiana State Line.

They leased in perpetuity to the sime corporation the line of railroad
extending from the Illinois-Indiana State line to the tracks of the Indianapolis
Union Railway Company in the city of Indianapolis, and subsequently, on March 15th,
said purchasers conveyed and quit-claimed their reversionary interest in said
leasehold to said Peoria and Eastern Railway Company, but in the instrument recited
that the leasehold interest theretofore conveyed by them should not be merged in
the sale by reason of the fact that the same had been mortgaged by the railroad
company to the Central Trust Company of New York.

They sold to The Cleveland Cincinnati Chicago and St Louis Railway Company
in consideration of the sum of $5,000,000 the line of railroad extending from the
Indianapolis Union Railway in Indianapolis, Indiana, to Springfield, Ohio,
on the following terms:

The purchase money is due fifty years after April 1, 1890.
In the meantime, the sellers retain for themselves and assigns a purchase money
lien, with the provision that if default be made in the undertakings of the
purchaser as to interest, taxes, etc., the sellers shall have the right to
proceed at law or in equity to enforce their lien, it being expressly understood,
however, that in case of such default there is no obligation on the part of
the purchaser to pay the $5,000,000.
The purchaser agreed topay as interest the net income: rising from the use and
operation of the premises. Said payment, however, not to exceed $200,000 in any one
year. It was further provided that the interest should not be cumulative but that
the obligation should be independent as to each year and that the deficiency of one
year should not be charged to the next year.

On February 20, 1890, there was filed in the Recorder's office of Vermilion,
DeWitt, Piatt and Champaign Counties, and on February 21, 1890, in the Recorder's
office of McLean and Tazewell Counties and in the office of the Secretary of State,
all of Illinois, articles of incorporation of The Peoria and Eastern Railway
Company.

The capital stock was to be $10,000,000.

The company was incorporated,

"for the purpose of constructing tnd operating the railroad in the
State of Illinois hereinafter mentioned, or of purchasing, owning, operating and
maintaining a line of railroad already constructed upon the route mentioned in the
second subdivision of these articles when it shall have been sold under decrees
of foreclosure of mortgage, pursuant to the laws of said State"

"Second.-The places from and to which it is intended to construct the
proposed railway are from Pekin, in the County of Tazewell, State of Illinois,
in said State, to the boundary line between said State and the State of Indiana,
and with an extension through the Counties of Vermilion, Warren, Fountain,
Montgomery, Boone, Hendricks and Marion, in the State of Indiana, to Indianapolis,
in said last mentioned State."

Principal office: Danville, Illinois.

Thus said railroad was incorporated to acquire by purchase that portion of
the railroad of the Ohio Indiana and Western Railway Company extending from Pekin,
Illinois, to Indianapolis, Indiana.

On February 22, 1890, Charles H. Coster and Samuel Spencer conveyed to
The Cleveland Cincinnati Chicago and St Louis Railway Company that part of the
railroad purchased by them extending from Springfield, Ohio, to the tracks of the
Indianapolis Union Railway Company at Indianapolis, Indiana, on the following terms:

The purchase price was to be $5,000,000 due 50 years after April 1, 1890.

The purchaser was to pay annually as interest the net income arising from the
use and operations of the premises during the preceding year, provided that such
interest should not exceed the sum of $200,000. Said interest charge was not to be
cumulative but was payable only from year to year as the net income so made it
possible, deficiency in each case ceasing to exist.

The vendors retained for themselves and assigns a purchase-money lien with the
provision that if default be made either in the payment of the annual interest
charge or taxes, etc., or in the event that default be made in the payment of
$5,000,000 at the expiration of the 50-year period, proceedings might be taken
at law or in equity or otherwise to enforce the lien. It was expressly provided,
however, that nothing in the instrument contained should imply any covenant or promise to pay by the purchaser the sum of $5,000,000 nor was any judgment or decree to be entered against the purchaser
for said sum. The property alone was to be security for the payment of the
$5,000,000.

On February 22, 1890, at a meeting of the Board of Directors of The Peoria
and Eastern Railway Company, held at Danville, Illinois, the following transactions
took place:

Said Charles H. Coster and Samuel Spencer had the following transactions with,
said railroad company:

They executed an instrument conveying and quit-claiming to The Peoria and Eastern Railway Company that
part of the foreclosed property extending from Pekin, Illinois, to the
Indiana-Illinois State Line. In the same instrument they leased in perpetuity to
The Peoria and Eastern Railway Company that part of the foreclosed railroad
extending from the Illinois-Indiana State line to the tracks of the Indianapolis
Union Railway at Indianapolis, Indiana. The consideration for the above conveyance
and lease was as follows:

$7,930,000 first consolidated mortgage bonds.
$9,999,500 of the fully paid up capital stock of the company.

They reserved in the leasehold as annual rental the net earnings of the property
demised, with the proviso that they shall never be less than such a sum as shall,
together with the net earnings of the segment of railroad also sold by the terms
of the instrument and the income derived from the purchase-money lien (also assigned
by Coster and Spencer to The Peoria and Eastern Railway Company), amount to $412,200
per year from and after the first day of April, 1890, to be increased by the sum
of $40 per yetr for each and every $1,000 of the consolidated mortgage bonds
of the railroad company issued in excess of $9,430,000.

It was provided, however, that the actual payment of the interest upon the two
series of prior bonds aggregating $1,500,000 being mortgage liens upon the property
and upon the two series of new bonds (namely, those of the authorized $10,000,000
consolidated mortgage and the $4,000,000 income bond mortgage) shall be deemed and
taken as a satisfaction and discharge of said annual rental for such year to the
extent of such payment.

Charles H. Coster and Samuel Spencer executed a deed transferring to The Peoria
and Eastern Railway Company the purchase-money lien reserved by said Coster and
Spencer in respect of the sale to The Cleveland Cincinnati Chicago and St Louis
Railway Company of the segment of railroad from Indianapolis, Indiana, to
Springfield, Ohio.

On February 22, 1890, The Peoria and Eastern Railway Company executed its
mortgage to the Central Trust Company of New York and Charles W. Fairbanks to secure
an issue of $10,000,000 four per cent bonds entitled "First Consolidated Mortgage";
principal payable April 1, 1940. This mortgage was made subject to the $1,000,000
mortgage of the Indiana Bloomington and Western Railway Company and the $500,000
mortgage of the Ohio Indiana and Western Railway Company. This mortgage was a lien
upon the following:

The Illinois segment of railroad held in fee.

The Indiana segment of railroad extending from the Illinois-Indiana State line to Indianapolis, held by
lease in perpetuity.

The purchase-money lien 'above described assigned by Coster and Spencer to the Railroad Company.
(Simultaneously with the execution of the mortgage Coster and Spencer conveyed to the Trustees of the mortgage
the purcha@money lien as part security, not only for the mortgage in this section referred to, but also for the income
bond mortgage hereinafter referred to.)
Under the above mortgage there were to be issued the following bonds:

At once, bonds to the extent of $7,930,000.

$1,000,000 to be reserved for protecting the bonds issued under the prior mortgage of the Indiana
Bloomington and Western Railway Company.

$500,000 bonds to be reserved for the purpose of protecting the bonds issued under the prior mortgage
of the Ohio Indiana and Western Railway Company.

$570,000 bonds were to be used in borrowing money for completing, finishing, improving and operating
the railroad.

On February 22, 1890, The Peoria and Eastern Railway Company executed its
mortgage to the Central Trust Company of New York and Charles W. Fairbanks to secure
an issue of $4,000,000 of income bonds payable on the first day of January, 1991,
with interest at the rate of 4 per cent per annum, such interest being non-cumulative
and payable only out of the net earnings of the railway company, as the same shall
be ascertained for each particular year. This mortgage conveyed the property of
the railway company extending from Pekin, Illinois, to the tracks of the
Indianapolis Union Railway Company in Indianapolis; also its right to use the
tracks of the Indianapolis Union Railway Company and of the Peoria and Pekin Union
Railway Company. It was made subject to:

$1,000,000 mortgage of the Indiana Bloomington and Western Railway Company.

$500,000 mortgage of the Ohio Indiana and Western Railway Company.

Purchase-money lien and charge of $5,000,000 and the income thereof.

First consolidated $10,000,000 mortgage.

On February 22, 1890, The Cleveland Cincinnati Chicago and St Louis Railway
Company entered into a contract with The Peoria and Eastern Railway Company in which
The Peoria and Eastern Railway Company surrendered to The Cleveland Cincinnati
Chicago and St Louis Railway Company the operation and control of its railroad
described in this contract by segments as the "Illinois part" extending
from Pekin to the Illinois State line, and as the "Indiana part" extending
from the Illinois-Indiana State line to Indianapolis. This contract was made
subject to:

The $1,000,000 mortgage of the Indiana Bloomington and Western Railway Company.

The $500,000 mortgage of the Ohio Indiana and Western Railway Company.

The $10,000,000 consolidated mortgage.

It also recites' that the agreement is to be made prior to t mortgage of $4,000,000
which is to be dated February 22, 1890, to secure certain income mortgage bonds
to be issued.

This contract granted the use and operation of the Illinois part to The
Cleveland Cincinnati Chicago and St Louis Railway Company.

It assigned and transferred during the period of the agreement and subject to
the first consolidated mortgage and the prior mortgages, the leasehold in the
Indiana part, and also the rolling steel, and equipment of the Peoria Company.

The term extended for a period of 50 years from April 1, 1890, and for such
further time thereafter as The Cleveland Cincinnati Chicago and St Louis Railway
Company might elect.

The consideration to be paid by The Cleveland Cincinnati Chicago and St Louis
Railway Company was as follows:

It would make good any deficiency which may it iny time occur in the fund
necessary for tha payment of interest on the two series of bonds secured by the
prior mortgages; also on the first consolidated mortgage; also all taxes, after
devoting to such payment of interest the net income derived from the purchase-money
lien of $5,000,000 and the net earnings derived from the "Indiana part",
and the "Illinois part" of the railroad. It guaranteed that
the net earnings and income from the said three sources so actually applied to
the payment of said interest would not be less than $412,200 in each year of the 50
years.

It further guaranteed an increase in income of $40 for each bond of the
consolidated mortgage issued in excess of $9,430,000.

It authorized the transfer of its covenant to the trustees of the First
Consolidated Mortgage so that its undertaking might be deemed a direct obligation
to the trustees as further security under the mortgage.

The Cleveland Cincinnati Chicago and St Louis Railway Company is to receive all
earnings and income of the "Indiana part" and. of the "Illinois
part" of the railroad tnd is to apply the net earnings of each year, together
with the net income from the purchase-money lien above referred to, to the payment
of interest in the manner above described.

After reimbursing itself out of what shall remain out of the net income not
applied for any advances in any previous year with interest at the rate of 6 per
cent per annum, is to apply the balance of the net earnings on the income mortgage
bonds above referred to; and finally, to pay over any remainder to The Peoria
and Eastern Railway Company.

The future net earnings of The Peoria and Eastern Railway Company and the future
income of the purchase-money lien are alone to be looked to for reimbursing The
Cleveland Cincinnati Chicago and St Louis Railway Company for advances made as above
provided, with interest at the rate of 6 per cent per annum.

On March 15, 1890, Charles H. Coster and Samuel Spencer executed their certain
quit-claim deed conveying, quit-claiming and transferring to The Peoria and Eastern
Railway Company the segment of railroad theretofore leased by them to The Peoria and
Eastern Railway Company, extending from the Illinois-Indiana State line to the
tracks of the Indianapolis Union Railway Company in the city of Indianapolis.
Said deed recites that the grantors had leased the property conveyed, with the
rolling stock and equipment, in perpetuity, to The Peoria and Eastern Railway
Company, which said leasehold interest was mortgaged to the Central Trust Company
to secure bonds; that The Peoria and Eastern Railway Company, an Illinois
corporation, desired to purchase the remaining interests of the railroad so
leased to it, and that in consideration of one dollar the grantors have conveyed,
quit-claimed and transferred tbesame to The Peoria and Eastern Railway Company,
with the proviso, however, that said leasehold interest should not be merged or
absorbed in the fee as long as the mortgage of said leasehold interest above recited
shall exist.

On March 25, 1890, The Peoria and Eastern Railway Company and The Cleveland
Cincinnati Chicago and St Louis Railway Company assigned to the trustees under
two mortgages above noted, the guarantees and covenants in the agreement between
the two railroad companies (set out in 5) relating to interest on bonds, and also
the purchase-money lien as further security for the consolidated bonds and the
income bonds of The Peoria and Eastern Railway Company.